5. LONG-TERM DEBT:

Long-term debt consists of the following:

	March 31, 2015		December 31, 2014
	(Unaudited)
	(In thousands)

Senior bank term debt	$	367,575	$	368,532
9.25% Senior Subordinated Notes due February 2020		335,000		335,000
10% Senior Secured TV One Notes due March 2016		119,000		119,000
Total debt		821,575		822,532
Less: current portion of long-term debt		484,776		3,829
Less: current portion of original issue discount		1,799		—
Less: long-term portion of original issue discount		—		2,227
Long-term debt, net	$	335,000	$	816,476

Credit Facilities

Current Credit Facilities

On March 31, 2011, the Company entered into a senior secured credit facility (the “2011 Credit Agreement”) with a syndicate of banks, and simultaneously borrowed $386.0 million to retire all outstanding obligations under the Company’s previous amended and restated credit agreement and to fund our obligation with respect to a capital call initiated by TV One. The total amount available under the 2011 Credit Agreement was $411.0 million, initially consisting of a $386.0 million term loan facility that matured on March 31, 2016, and a $25.0 million revolving loan facility that matured on March 31, 2015 (See Note 10 – Subsequent Events). Borrowings under the credit facilities were subject to compliance with certain covenants including, but not limited to, certain financial covenants. Proceeds from the credit facilities could be used for working capital, capital expenditures made in the ordinary course of business, its common stock repurchase program, permitted direct and indirect investments and other lawful corporate purposes. On December 19, 2012, the Company entered into an amendment to the 2011 Credit Agreement (the “December 2012 Amendment”). The December 2012 Amendment: (i) modified financial covenant levels with respect to the Company's total-leverage, secured-leverage, and interest-coverage ratios; (ii) increased the amount of cash the Company can net for determination of its net indebtedness tests; and (iii) extended the time for certain of the 2011 Credit Agreement's call premium while reducing the time for its later and lower premium. On January 21, 2015, the Company entered into its second amendment to the 2011 Credit Agreement, which further modified certain financial covenants. The financial ratios below reflect the changes from the January 21, 2015 amendment which was effective as of March 31, 2015 (See Note 10 – Subsequent Events).

The 2011 Credit Agreement, as amended on December 19, 2012 and January 21, 2015, contained affirmative and negative covenants that the Company was required to comply with, including:

(a) maintaining an interest coverage ratio of no less than:

§	1.10 to 1.00 on December 31, 2012 and the last day of each fiscal quarter through December 31, 2013;
§	1.20 to 1.00 on March 31, 2014 and the last day of each fiscal quarter through September 30, 2014;
§	1.25 to 1.00 on December 31, 2014 and the last day of each fiscal quarter through September 30, 2015; and
§	1.25 to 1.00 on December 31, 2015 and the last day of each fiscal quarter thereafter.

(b) maintaining a senior secured leverage ratio of no greater than:

§	4.50 to 1.00 on September 30, 2012 and the last day of each fiscal quarter through December 31, 2013;

§	4.25 to 1.00 on March 31, 2014 and the last day of each fiscal quarter through June 30, 2014;
§	4.00 to 1.00 on September 30, 2014;
§	3.75 to 1.00 on December 31, 2014;
§	4.25 to 1.00 on March 31, 2015 and June 30, 2015;
§	4.00 to 1.00 on September 30, 2015; and
§	4.00 to 1.00 on December 31, 2015 and the last day of each fiscal quarter thereafter.

§	8.50 to 1.00 on December 31, 2012 and the last day of each fiscal quarter through December 31, 2013;
§	8.25 to 1.00 on March 31, 2014 and June 30, 2014;
§	8.00 to 1.00 on September 30, 2014;
§	7.50 to 1.00 on December 31, 2014;
§	8.00 to 1.00 on March 31, 2015 and the last day of each fiscal quarter through September 30, 2015; and
§	8.00 to 1.00 on December 31, 2015 and the last day of each fiscal quarter thereafter.

(d) limitations on:

§	liens;
§	sale of assets;
§	payment of dividends; and
§	mergers.

As of March 31, 2015, ratios calculated in accordance with the 2011 Credit Agreement, as amended, were as follows:

	As of March 31, 2015			Covenant Limit			Excess Coverage

Pro Forma Last Twelve Months Covenant EBITDA (In millions)	$	96.2

Pro Forma Last Twelve Months Interest Expense (In millions)	$	60.6

Senior Debt (In millions)	$	333.6
Total Debt (In millions)	$	668.6

Interest Coverage
Covenant EBITDA / Interest Expense		1.59	x		1.25	x		0.34	x

Senior Secured Leverage
Senior Secured Debt / Covenant EBITDA		3.47	x		4.25	x		0.78	x

Total Leverage
Total Debt / Covenant EBITDA		6.95	x		8.00	x		1.05	x

EBITDA - Earnings before interest, taxes, depreciation and amortization

In accordance with the 2011 Credit Agreement, as amended, the calculations for the ratios above did not include the operating results or related debt of TV One, but rather included our proportionate share of cash dividends received from TV One for periods presented.

As of March 31, 2015, the Company was in compliance with all of its financial covenants under the 2011 Credit Agreement, as amended.

Under the terms of the 2011 Credit Agreement, as amended, interest on base rate loans was payable quarterly and interest on LIBOR loans was payable monthly or quarterly. The base rate was equal to the greater of: (i) the prime rate; (ii) the Federal Funds Effective Rate plus 0.50%; or (iii) the LIBOR Rate for a one-month period plus 1.00%. The applicable margin on the 2011 Credit Agreement was between (i) 4.50% and 5.50% on the revolving portion of the facility and (ii) 5.00% (with a base rate floor of 2.5% per annum) and 6.00% (with a LIBOR floor of 1.5% per annum) on the term portion of the facility. The average interest rate was 7.50% for each of the three months ended March 31, 2015 and 2014. Quarterly installments of 0.25%, or $957,000, of the principal balance on the term loan were payable on the last day of each March, June, September and December.

The revolving credit facility expired on March 31, 2015. On February 24, 2015, the Company entered into a letter of credit reimbursement and security agreement. As of March 31, 2015, the Company had letters of credit totaling $1.0 million under the agreement. Letters of credit issued under the agreement are required to be collateralized with cash.

As of March 31, 2015, the Company had outstanding approximately $367.6 million on its term credit facility. During the quarter ended March 31, 2015, the Company repaid approximately $1.0 million under the 2011 Credit Agreement, as amended. The original issue discount is being reflected as an adjustment to the carrying amount of the debt obligation and amortized to interest expense over the term of the credit facility. According to the terms of the Credit Agreement, as amended, the Company did not make an excess cash flow payment in April 2015. According to the terms of the Credit Agreement, as amended, the Company made an excess cash flow payment of approximately $1.1 million in April 2014.

On January 21, 2015, the Company entered into a second amendment to the 2011 Credit Agreement (the “Second Amendment”) with its lenders. The provisions of the 2011 Credit Agreement relating to the call premium were revised by the Second Amendment to extend the call protection from April 1, 2015 until maturity. The Second Amendment provided a call premium of 101.5% if the 2011 Credit Agreement were refinanced with proceeds from a notes offering and 100.5% if the 2011 Credit Agreement was refinanced with proceeds from any other repayment, including proceeds from a new term loan. The call premium was payable at the earlier of any refinancing or final maturity. (See Note 10 – Subsequent Events.)

The Second Amendment also excluded any “going concern” or qualified audit opinion solely as a result of the upcoming revolver or term loan maturities from the Event of Default provisions of the 2011 Credit Agreement. Next, the Second Amendment provided for the ability to “amend and extend” both the term loan and the revolving credit facility provided for by the 2011 Credit Agreement and added a $2 million lien basket for letters of credit not issued under the 2011 Credit Agreement.

Finally, beginning with the quarter ending March 31, 2015, the Second Amendment implemented certain changes to the financial covenants the Company must comply with in order to remain in compliance with the terms of the 2011 Credit Agreement. The Interest Coverage Ratio set forth in the 2011 Credit Agreement was revised to provide that the Company would not permit the Interest Expense Coverage Ratio for any Test Period ending on the last day of any Fiscal Quarter of the Company to be less than 1.25:1. The Total Leverage Ratio was revised to provide that the Company would not permit the Total Leverage Ratio to be greater than 8.0:1 on the last day of any Fiscal Quarter of the Company. Lastly, the Senior Secured Leverage Ratio was revised to provide that the Company would not permit the Senior Secured Leverage Ratio to be greater than 4.25:1 through the quarter ending June 30, 2015 and 4.0:1 for the quarter ending September 30, 2015, and the last day of each Fiscal Quarter of the Company thereafter. (See Note 10 – Subsequent Events.)

Senior Subordinated Notes

On November 24, 2010, we issued $286.8 million of our 12.5%/15% Senior Subordinated Notes due May 2016 (the “2016 Notes”) in a private placement and exchanged and then cancelled approximately $97.0 million of $101.5 million in aggregate principal amount outstanding of our 8⁷/₈% senior subordinated notes due 2011 (the “2011 Notes”) and approximately $199.3 million of $200.0 million in aggregate principal amount outstanding of our 6³/₈% Senior Subordinated Notes that matured in February 2013 (the “2013 Notes” and the 2013 Notes together with the 2011 Notes, the “Prior Notes”). Subsequently, we repurchased or redeemed all remaining Prior Notes pursuant to the terms of their respective indentures. Effective March 13, 2014, the Company repurchased or otherwise redeemed all of the amounts outstanding under the 2016 Notes using proceeds from our 2020 Notes (defined below). The Company recorded a loss on retirement of debt of approximately $5.7 million during the first quarter of 2014. This amount included a write-off of approximately $4.1 million of previously capitalized debt financing costs and approximately $1.6 million associated with the net premium paid to retire the 2016 Notes.

Interest on the 2016 Notes, that the Company repurchased or otherwise redeemed in March 2014, was initially payable in cash, or at our election, partially in cash and partially through the issuance of additional 2016 Notes (a “PIK Election”) on a quarterly basis in arrears. For fiscal 2014, interest accrued at a rate of 12.5% and was payable in cash.

On February 10, 2014, the Company closed a private placement offering of $335.0 million aggregate principal amount of 9.25% senior subordinated notes due 2020 (the “2020 Notes”). The 2020 Notes were offered at an original issue price of 100.0% plus accrued interest from February 10, 2014. The 2020 Notes mature on February 15, 2020. Interest accrues at the rate of 9.25% per annum and is payable semiannually in arrears on February 15 and August 15 in the amount of approximately $15.5 million, commencing on August 15, 2014. The 2020 Notes are guaranteed by certain of the Company’s existing and future domestic subsidiaries and any other subsidiaries that guarantee the existing senior credit facility or any of the Issuer's other syndicated bank indebtedness or capital markets securities. The Company used the net proceeds from the offering to repurchase or otherwise redeem all of the amounts currently outstanding under its 2016 Notes and to pay the related accrued interest, premiums, fees and expenses associated therewith.

The indenture that governs the 2020 Notes contains covenants that restrict, among other things, the ability of the Company to incur additional debt, purchase common stock, make capital expenditures, make investments or other restricted payments, swap or sell assets, engage in transactions with related parties, secure non-senior debt with assets, or merge, consolidate or sell all or substantially all of its assets.

The Company conducts a portion of its business through its subsidiaries. Certain of the Company’s subsidiaries had fully and unconditionally guaranteed the Company’s 2020 Notes and the Company’s obligations under the 2011 Credit Agreement, as amended.

TV One Senior Secured Notes

TV One issued $119.0 million in senior secured notes on February 25, 2011. The proceeds from the notes were used to purchase equity interests from certain financial investors and TV One management. The notes bore interest at 10.0% per annum, which was payable monthly, and the entire principal amount was due on March 15, 2016. See Note 10 – Subsequent Events.

Future scheduled minimum principal payments of debt as of March 31, 2015, are as follows:

	Credit Facility		Senior Subordinated Notes due 2020		TV One Senior Secured Notes		Total

April – December 2015	$	2,872	$	—	$	—	$	2,872
2016		364,703		—		119,000		483,703
2017		—		—				—
2018		—		—		—		—
2019		—		—		—		—
2020		—		335,000		—		335,000
Total Debt	$	367,575	$	335,000	$	119,000	$	821,575

See Note 10 – Subsequent Events.